The EPARTRADE Platform is a trade-only platform that provides an internet-based informational, business networking, and e-commerce platform exclusively for members of the motor racing industry, including race teams, racing businesses, and other motorsports professionals. The Platform is not intended for consumer use.
This Agreement provides important information to you, including information about your obligations about your content, our limitation of liability to you, and your agreement to resolve any disputes by individual arbitration and to waive the right to participate in a class action.
Please read this Agreement carefully. By using our Site, you agree to be bound by all of the terms and conditions set forth in this Agreement, and you acknowledge and agree that this Agreement constitutes a legally binding contract. These terms and conditions apply to all users of the Platform. If you do not agree to any of the terms set forth herein, do not create an account with us or otherwise access or use our Platform.
1. Using the EPARTRADE Platform.
(a) Business Use. The Platform is intended for use by business and commercial users in the motor racing industry. All users must be at least the age of majority in the state where you live to use the Site. Use of the Platform by anyone under 18 years of age is prohibited.
i. Basic accounts. Members of the racing industry, such as race teams, engine builders, and other industry members who wish to search for, identify, and source products or services may register for a basic EPARTRADE account. The basic account permits industry members to use the Platform free of charge. Basic account holders may post only their names, addresses, and contact information on the Platform.
ii. Supplier accounts. Industry suppliers (manufacturers, distributors, and service providers) may register for subscription accounts and upgrades that, in exchange for the supplier’s payment of EPARTRADE’s applicable fees and charges, permit them to post and view additional Platform content, such as videos, product spotlights, promotions, and biographical information. Suppliers may purchase account upgrades in accordance with EPARTRADE’s prevailing fees, charges, and offerings available at the time of purchase.
(d) Acceptable Use Policy. At all times when using the Platform, you agree to abide by common standards of etiquette and to act in a professional manner. You agree to comply with all applicable laws and to provide truthful information.
(e) Termination. You may close your account at any time, subject to the terms and conditions of your registration, by using the Cancellation Button on the Edit your Profile Information Page on our Site. We reserve the right to suspend your use of the Site permanently or temporarily at any time for any reason and without any notice or liability to you. In addition, we may terminate your account at any time and for any reason, including but not limited to your violation of any EPARTRADE policy. Please be advised that even upon termination of your use of the Site, certain provisions of this Agreement will survive termination, as detailed in Section 9(h) below.
2. Your Content.
(a) Definition of Your Content. The Platform enables you to post information and content, which may include, depending upon the type of account for which you register (basic account or supplier / upgraded account as set forth Section 1 above), without limitation photos, videos, profile pictures, ads, solicitations, and commentary. All such information and material that you display on the Platform will be referred to collectively as “Your Content.” You acknowledge and agree that, as part of using the Platform, Your Content may be viewed by other users of the Platform and will not be treated as private or confidential.
(b) License and Permission to Use Your Content. You hereby grant to us and our affiliates the following non-exclusive license: a worldwide, transferable and sublicensable right to use, copy, modify, distribute, publish, and process Your Content without any further consent, notice, and/or compensation to you or others for the duration of any copyright or other rights in Your Content. Further, to the extent permitted under applicable law, you waive and release and covenant not to assert any moral rights that you may have in Your Content. If you identify yourself by name or provide a picture or audio or video recording of yourself, you further authorize us and our affiliates, licensees and sub-licensees, without compensation to you or others, to reproduce, print, publish and disseminate your name, voice and likeness throughout the world through our Platform. You may end this license for specific content by deleting such content from the Platform or generally by closing your account.
(c) Ownership. As between you and EPARTRADE, we acknowledge and agree that you, or your licensors, as applicable, retain ownership of any and all copyrights in Your Content, subject to the non-exclusive rights granted to us in the paragraph above, and that no ownership of such copyrights is transferred to us under this agreement. Further, with respect to Your Content in the form of photos and videos, and subject to EPARTRADE user experience considerations: (a) we will use commercially reasonable efforts to maintain the attribution of such photos as submitted by you, and (b) we will not license or sublicense to third parties individual photos or collections of photos, or individual videos or collections of videos, except in each case for EPARTRADE Business Purposes. “EPARTRADE Business Purposes” means any use in connection with an EPARTRADE-branded or co-branded website, application, publication or service, or any use which advertises, markets or promotes the Platform, the services or the information it contains, EPARTRADE, or our affiliates.
(d) You Are Responsible for Your Content. By posting Your Content on the Platform, you represent and warrant to us that you have the ownership rights, or you have obtained all needed licenses or permissions from any necessary parties, to use Your Content in this manner. This includes obtaining the right to grant us the rights to the use of Your Content in accordance with this agreement. You are in the best position to judge whether Your Content is in violation of intellectual property or personal rights of any third-party. You accept full responsibility for avoiding infringement of the intellectual property or personal rights of others in connection with Your Content. You are responsible for ensuring that your content does not violate EPARTRADE’s policies on acceptable use set forth in this Agreement or any other EPARTRADE agreement with you, any person’s intellectual property rights, or any applicable law or regulation. You agree to pay all royalties, fees and any other monies owed to any person by reason of Your Content.
(e) Limits. We generally do not monitor Your Content or review it for accuracy or completeness. However, we reserve the right to edit, abridge, or remove Your Content, in whole or part, for any reason (which may include a reported violation of our policies). We reserve the right to edit, refuse to post or remove Your Content submitted by you for any reason without notice. We do not guarantee that we will publish all of Your Content. EPARTRADE is not a storage service. You agree that we have no obligation to store, maintain or provide you a copy of any content that you or others provide, except as may be required by applicable law.
3. Our Content and Materials.
(a) Definition of Our Content and Materials. All intellectual property in or related to the Platform (specifically including, but not limited to our software, our trademarks, our logo, and any EPARTRADE buttons, badges, and widgets, but excluding Your Content), is the property of EPARTRADE, LLC, its subsidiaries and affiliates or its licensors (“Our Content and Materials”). As to Our Content and Materials, we reserve all rights and grant no rights or licenses, implied or otherwise.
(b) No Endorsement or Verification. Please note that the Platform allows you to access third-party content, third-party advertisements or promotions of products and services, and it facilitates interactions with third-parties over whom we have no control. EPARTRADE assumes no responsibility for, nor do we endorse or verify the content, offerings or conduct of third-parties (including but not limited to the products or services offered by third-parties or the descriptions of the products or services offered by third-parties on the Platform). Participation on the Platform does not constitute an endorsement or verification by EPARTRADE. We make no warranties or representations with respect to the accuracy, completeness or timeliness of any content posted on the Platform by anyone.
(c) Restrictions. Except as expressly provided in these terms, you agree not to use, modify, reproduce, distribute, sell, license, reverse engineer, decompile, or otherwise exploit Our Content and Materials without our express written permission. You expressly are prohibited from any use of data mining, robots, spiders, or similar data gathering and extraction tools in your use of the Platform. You may view and print a reasonable number of copies of web pages located on the Platform for your own personal use, provided that you retain all proprietary notices contained in the original materials, including attribution to EPARTRADE.
(d) Ownership. You acknowledge and agree that the Platform and all EPARTRADE marks will remain the property of EPARTRADE. The content, information and services made available on the Platform are protected by U.S. and international copyright, trademark, and other laws, and you acknowledge that these rights are valid and enforceable. You acknowledge that you do not acquire any ownership rights by using the Platform.
4. Reporting Violations of Your Intellectual Property Rights, EPARTRADE Policies, or Applicable Laws
We have a special process for reporting violations of your intellectual property rights or other violations of EPARTRADE policies or applicable laws.
(a) Copyright and Trademark Policy. EPARTRADE expects users of the Platform to respect the intellectual property rights of others. Users who have uploaded content have represented and warranted that they have the rights to permit EPARTRADE to use it on the Platform. If you infringe copyrights or other intellectual property rights of others, Your Content may be removed or suspended in whole or part. It is our policy, in appropriate circumstances and pursuant to our discretion, to disable and/or terminate accounts of users who repeatedly infringe or are charged repeatedly with infringing the copyrights or other intellectual property rights of others. If you believe any content on the Platform infringes your intellectual property rights, you may notify us in writing to request that such information be taken down or to request that access to it be blocked. Such written notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work(s) or trademark(s) claimed to have been infringed; (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow us to locate the material on the Platform; (d) information reasonably sufficient to permit us to contact the complaining party, such as the name, address, telephone number, and email address (if available) of the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright or trademark owner, its agent, or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
(b) Reports of Other Violations. If you believe content on the Platform violates our policies, or otherwise violates applicable law (apart from copyright or trademark violations), you may notify us in writing.
We have no obligation to delete content that you personally may find objectionable or offensive. We endeavor to respond promptly to requests for content removal, consistent with our policies described above and applicable law.
5. Disclaimers and Limitations of Liability.
PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF EPARTRADE TO YOU.
EACH PROVISION BELOW APPLIES TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW:
(a) WE ARE PROVIDING YOU THE SITE, INFORMATION, DESCRIPTIONS OF PRODUCTS AND SERVICES, AND THIRD-PARTY CONTENT ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, EPARTRADE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES WITH REGARD TO THE INFORMATION, PRODUCTS, AND SERVICES DESCRIBED ON THIS SITE, INCLUDING ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR USE, TITLE, ACCURACY AND COMPLETENESS, UNINTERRUPTED OR ERROR-FREE SERVICE, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR TRADE USAGE.
(b) EPARTRADE MAKES NO PROMISES WITH RESPECT TO, AND EXPRESSLY DISCLAIMS ALL LIABILITY, TO THE MAXIMUM EXTENT PERMITTED BY LAW, FOR: (i) CONTENT POSTED BY ANY THIRD-PARTY ON THE SITE, (ii) THE PRODUCT DESCRIPTIONS OR PRODUCTS, (iii) THIRD-PARTY SITES AND ANY THIRD-PARTY PRODUCT OR SERVICE LISTED ON OR ACCESSIBLE TO YOU THROUGH THE SITE, AND (iv) THE QUALITY OR CONDUCT OF ANY THIRD-PARTY YOU ENCOUNTER IN CONNECTION WITH YOUR USE OF THE SITE.
(c) YOU AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, EPARTRADE WILL NOT BE LIABLE TO YOU, UNDER ANY THEORY OF LIABILITY, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, LOSS OF PROFITS, BUSINESS INTERRUPTION, REPUTATIONAL HARM, OR LOSS OF DATA (EVEN IF EPARTRADE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE) ARISING OUT OF AND IN ANY WAY CONNECTED WITH YOUR USE OF, OR INABILITY TO USE, THE SITE OR ANY PRODUCTS OR SERVICES REFERENCED OR DISPLAYED ON THE SITE. YOUR USE OF THE SITE, AND ALL PRODUCTS, INFORMATION, OR SERVICES REFERENCED OR DISPLAYED THEREIN, IS AT YOUR SOLE RISK.
(d) YOU AGREE THAT IN NO EVENT SHALL THE LIABILITY OF EPARTRADE OR ITS AFFILIATES EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, AN AMOUNT THAT IS THE LESSER OF (i) TWO TIMES THE MOST RECENT YEARLY SUBSCRIPTION FEE THAT YOU HAVE PAID TO EPARTRADE, OR (ii) U.S. $2,500.
(e) THE LIMITATIONS OF LIABILITY SET FORTH HEREIN ARE PART OF THE BARGAIN BETWEEN YOU AND EPARTRADE AND SHALL APPLY TO ALL CLAIMS OF LIABILITY (E.G., WARRANTY, TORT, NEGLIGENCE, CONTRACT), EVEN IF EPARTRADE HAS BEEN TOLD OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF THE REMEDIES AVAILABLE HEREUNDER FAIL IN THEIR ESSENTIAL PURPOSE.
You agree to fully indemnify, defend, and hold EPARTRADE and its members, managers, directors, officers, employees, consultants, and other representatives, harmless from and against any and all claims, damages, losses, costs (including reasonable attorneys' fees), and other expenses that arise directly or indirectly out of or from: (a) your breach of any part of this agreement, including but not limited to our policies referenced herein; (b) any allegation that any materials you submit to us or transmit to the Platform infringe or otherwise violate the copyright, patent, trademark, trade secret, or other intellectual property or other rights of any third party; (c) your activities in connection with the Platform or other websites to which the Platform is linked; and/or (d) your negligent or willful misconduct.
7. Dispute Resolution.
(a) Arbitration. You and EPARTRADE agree that any dispute, claim or controversy arising out of or relating to the this agreement or to your use of the Platform (collectively “Disputes”) will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. You acknowledge and agree that you and EPARTRADE each are waiving the right to a trial by jury or to participate as a plaintiff as a class member in any class action proceeding. Further, unless you and EPARTRADE agree otherwise in writing, the arbitrator may not consolidate more than one person’s claims and may not preside over any form class action proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” Section 8 will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” Section 8 will survive any termination of this Agreement.
(b) Arbitration Rules and Governing Law. The arbitration will be administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures or its Streamlined Arbitration Rules and Procedures (“the “JAMS Rules”) then in effect, depending upon the amount in controversy, except as modified by this “Dispute Resolution’ section. (The JAMS Rules are available at https://www.jamsadr.com/adr-rules-procedures/ or by calling JAMS at 1-949-224-1810). The Federal Arbitration act will govern the interpretation of this section.
(c) Arbitration Process. A party who desires to initiate the arbitration must provide the other party with a written Demand for Arbitration as specified in the JAMS Rules. The arbitrator will be selected as provided in the JAMS Rules.
(d) Arbitration Location and Procedure. Unless you and EPARTRADE agree otherwise, the arbitration will be conducted in Orange County, California. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and EPARTRADE submit to the arbitrator, unless you request a hearing and the arbitrator then determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the JAMS Rules.
(e) Arbitrator’s Decision. The arbitrator will render an award within the timeframe specified in the JAMS Rules. Judgment on the arbitration may be entered in any court having jurisdiction thereof. Any award of damages by an arbitrator must be consistent with the “Disclaimers and Limitations of Liability” section above. The arbitrator may award declaratory or injunctive relief in favor of the claimant only to the extent necessary to provide relief warranted by the claimant’s individual claim.
(f) Fees. Your responsibility to pay any JAMS filing, administrative and arbitrator fees will be as set forth in the JAMS Rules.
(a) Controlling Law and Jurisdiction. This agreement will be interpreted in accordance with the laws of the State of California and the United States of America, without regard to their conflict-of-law provisions. You and we agree to submit to the personal jurisdiction of a federal or state court located in Orange County or Los Angeles County, California for any actions for which the arbitration provision, as set forth in the Dispute Resolution provision above, does not apply.
(b) Changes. We reserve the right at any time to:
i. change the terms and conditions of this Agreement, consistent with applicable law;
ii. change the Platform, including eliminating or discontinuing any information or services or other features in whole or in part; and
iii. deny or terminate your EPARTRADE account, or use of and access to the Platform.
(c) Languages. English is the authoritative text of this Agreement and all communications, notices, arbitrations and other actions and proceedings relating to this agreement will be made and conducted in English, even if we choose to provide translations of this Agreement into the native languages in certain countries.
(d) Assignment. No terms of this Agreement, nor any right, obligation, or remedy hereunder is assignable, transferable, delegable, or sub-licensable by you except with our prior written consent, and any attempted assignment, transfer, delegation, or sublicense shall be null and void. We may assign, transfer, or delegate this Agreement or any right or obligation or remedy hereunder in its sole discretion.
(e) Waiver. Our failure to assert a right or provision under this Agreement will not constitute a waiver of such right or provision.
(f) Headings. Any heading, caption, or section title contained is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof.
(g) Entire Agreement/ Severability. This agreement supersedes all prior terms, agreements, discussions and writings regarding the Platform and constitutes the entire agreement between you and EPARTRADE regarding the Platform. If any provision in this Agreement is found to be unenforceable, then (except as expressly provided otherwise in Section 8 (Dispute Resolution)) that provision will not affect the enforceability of the remaining provisions of the Agreement, which will remain in full force and effect.
(h) Survival: The following provisions will survive expiration or termination of this Agreement: Section 2 (Your Content), Section 3(c) (Restrictions) and 3(d) (ownership), Section 5 (Disclaimers and Limitations of Liability), Section 6 (Indemnification), Section 7 (Dispute Resolution), and Section 8 (Miscellaneous).
(i) Contact. Feel free to contact us by emailing us at email@example.com with any questions about this agreement. The EPARTRADE Platform is operated by:
2465 Lyric Avenue
Los Angeles, CA 90027
Copyright © 2018 by EPARTRADE, LLC
(a) To create an account, you provide us with data including your name, physical address, email address and/or mobile telephone number, and a password. Your password will not be displayed on the Platform. (b) If you register for a premium service, we ask you for payment (e.g., credit card) and billing information. This information will not be displayed on the Platform. (c) You have an obligation to provide us with accurate and truthful information at all times.
3. Collection of Information.
4. Our Use of Your Information.
5. Information Sharing
6. Information Retention
7. Cookies and Other Tracking Technologies
8. Links to Other Sites
9. Other Important Information